CUZ COUSINS PROPERTIES INCORPORATED 2007 ANNUAL REPORT 50 YEARS 1958 – 2008 2007 Annual Report Breaking Ground: 1958 –1967 CUZ 50th Anniversary 4 From leading the model home sales concept to developing office in Atlanta’s urban core, Cousins Properties’ early years were marked by expansion and evolution. And the stage was set for the Company to make a lasting impact on its hometown. A Vision for a City: 1968 –1977 6 Professional sports spur Cousins’ Omni project, redefining part of downtown Atlanta for generations to come. The Company also moves into shopping malls and several other businesses before the mid-1970s real estate recession. Pushing the Boundaries: 1978 –1987 8 Tough times caused Cousins to rethink project Corporate Profile (as of december 31st, 2007) Cousins Properties Incorporated, headquartered in financings and helped set the Company on its current Atlanta, has extensive experience in the real estate course. Late 1970s saw renewed focus on malls, industry including the development, acquisition, followed by a push into office buildings, due in part financing, management and leasing of properties. to a new relationship with one of America’s business The property types that Cousins actively invests in institutions, IBM. include office, multi-family, retail, industrial and land development projects. The Company’s portfolio Reaching New Heights: 1988 –1997 10 consists of interests in 7.7 million square feet of office space, 4.8 million square feet of retail The Company became a national player, developing space, 2.0 million square feet of industrial space, some of the country’s most recognizable office towers 737 for-sale units in three under-development in Atlanta and acquiring New Market Companies, a multi-family projects, 24 residential communities top retail developer. By 1997, Cousins was known for under development, over 9,000 acres of strategi- quality and innovation across the Sun Belt. cally located land tracts, and significant land holdings for development of single-family residential communities. The Company also provides leasing Building a Legacy: 1998–2007 12 In its fifth decade, Cousins continued to evolve, pioneering the Avenue concept retail center; expanded geographically with offices in Texas and California; and added industrial and multi-family development skills. And for the first time in Company history, there was a and management services to third-party investors; its client-services portfolio comprises 12 million square feet of office and retail space. The Company is a fully integrated equity real estate investment trust (REIT) that has been public since 1962 and trades on the New York Stock Exchange under the symbol “CUZ.” new Chairman and CEO: Tom Bell. Property Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Review of Divisions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 About Your Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Shareholder Information.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inside Back Cover On the cover: Tom Cousins (right) and Charles S. Mitchell, Chairman of Cities Service Co. (Citgo), reviewing a model of the Citgo Building (now called Two Live Oak Center) in Atlanta. Letter to Shareholders THOMAS D. BELL, JR. Fifty years is a long time in the development We are adept at identifying trends and reacting business. I believe we are successfully celebrat- quickly. From affordable single-family homes ing our 50th anniversary in 2008 because the to enclosed malls to suburban office parks company has consistently adhered to the same to lifestyle retail centers, Cousins has a history core values throughout its history. Perhaps of identifying emerging product types and more importantly, it will be these same becoming a leader. In 2003, we began to see I believe we are successfully celebrating our 50th anniversary in 2008 because the company has consistently adhered to the same core values throughout its history. CHAIRMAN AND CHIEF EXECUTIVE OFFICER principles that see us through the current cap rates dropping and asset prices increas- economic downturn and have positioned us so ing and, as a capital recycler, we are always well to take advantage of the opportunities we alert to good selling opportunities. By the end expect to see in 2008 and beyond. Most any of 2006, we had sold or contributed to joint company can make money during the good ventures 35 projects totaling $2.7 billion. The Like many of you, I grew up reading Life times. It’s during a downturn that your mettle sales resulted in $12.62 per share in special magazine with its iconic design and always is tested and Cousins Properties has been dividends to our common shareholders. interesting covers. For this historic annual nothing if not cycle-tested over its 50 years. DEAR SHAREHOLDERS AND PARTNERS: report, we thought evoking Life’s look was In early 2007, we saw the economy begin We have long understood the benefits of main- to weaken and we moved quickly to solidify taining diverse development expertise. Just in our capital base to both weather the trying the past decade, we have seen office, retail and times and position the Company to make the residential development each take a turn as most of opportunities that we anticipate will A lot can happen in 50 years. Take our hometown the most successful division of our Company. come our way. of Atlanta. The metro area’s population in 1958 Over the years, this diversity has allowed us was just over 1 million people. In 50 years, it to find opportunities to create value for our has quintupled to more than 5 million. Fifty shareholders when very few existed. Just in the past decade, we We have learned the most important develop- have seen office, retail and a fitting way to mark our Company’s 50th anniversary. We hope you enjoy reading it as much as we enjoyed creating it. years ago saw the first jets landing at Atlanta’s fledgling airport. Now, Hartsfield-Jackson Atlanta International Airport is the world’s busiest with approximately 1 million takeoffs and landings every year. The year 1958 also saw the start of a small family-owned homebuilding company, led by Tom Cousins and his father, Ike. Tom had seen success working for Knox Homes of Thomson, Georgia and decided to strike out on his own. By the early 1960s, Cousins Properties was the largest homebuilder in the state of Georgia. In 1962, the Company went public and by 1964 had diversified into apartments, town- ment decisions are often made before a single shovel is put in the ground. Our five-level underwriting process continues to help us invest your money wisely in good times and bad. We are not interested in size for size’s sake. People are often surprised when we say we aren’t trying to get bigger, just better. Keeping our capital base smaller means better total returns when we invest in new developments. And because we are focused on total return, and not size, our team isn’t encouraged to pursue the wrong projects just to grow. residential development each take a turn as the most successful division of our Company. Over the years, this diversity has allowed us to find opportunities to create value for our shareholders when very few existed. homes and started its first office building in downtown Atlanta. 2007 ANNUAL REPORT Letter to Shareholders CONTINUED First, we moved to recast our unsecured Finally, on the capital front, late in the year we 565,000-square-foot office building adjacent credit facility, expanding it to $500 million announced a new venture with an affiliate of to 10 Terminus. and adding a five-year $100 million term loan. Prudential on the development of Terminus 200. We ended up with a record number of banks The venture is a 50-50 partnership on the participating in this facility and were offered $172.5 million Terminus 200 – the second office more capital than we needed. Along with other building at Terminus – with a handsome upside financings we arranged in 2007, this facil- for Cousins should we meet certain project goals. ity gives us more than enough dry powder It’s exciting to partner again with Prudential. In Downtown Atlanta, we saw major leasing success at One Ninety One Peachtree Tower, where we have now signed more than 705,000 square feet in new leases since acquiring the building in September 2006. Also last year, we signed the Georgia Department of Transportation Beyond those important moves, we also had to a 284,000-square-foot lease at One Georgia quite a few development and leasing deals to Center, Atlanta’s largest office lease of 2007. celebrate in 2007. That building is now fully leased. In Office/Multi-Family, we had a busy year On the retail front, we started the The Avenue at Terminus. We brought Terminus 100 to Forsyth, our largest Atlanta-area Avenue at with CB Richard Ellis and 95 percent leased by expanding leases with 527,000 square feet. Located in the fast-growing CB Richard Ellis and Premiere Global along suburbs of northern Atlanta, we already have Premiere Global along with finding great smaller tenants to fill some commitments from AMC Theaters, Barnes & holes. We also opened all five signature restau- Noble and a host of shoppers’ favorite lifestyle rants to rave reviews, making Terminus a true center retailers. In October, we opened The tenants to fill some holes. destination and bringing tremendous life to Avenue Murfreesboro in suburban Nashville. to bring our current development projects to In Downtown Atlanta, we saw major leasing success at One Ninety One Peachtree Tower, where we have now signed more than 705,000 square feet in new leases since acquiring the building in September 2006. We brought Terminus 100 to 95 percent leased by expanding leases with finding great smaller the finish line and continue to explore and act on new opportunities. In the second half of the year, we completed non-recourse financings on three successful projects. At the American Cancer Society Center (formerly Inforum) in Downtown Atlanta, we were able to secure a $136 million financing with JP Morgan Chase on a 100 percent leased building. At Buckhead’s Terminus 100, which is now 95 percent leased, we were able to negotiate a $180 million loan with Northwestern Mutual. And at San Jose MarketCenter, we entered into an $83 million loan with Union Labor Life Insurance Company of America. What’s remarkable about these deals are the great rates and project values we were able to get despite a continually worsening economic environment. The approximate project costs for each building were covered by the loans and each loan was done at 70 percent loan to value, the street level. implying at least 40 percent value creation in these projects. These transactions are a testa- We began construction of 10 Terminus Place It’s our largest Avenue ever and mixes the best ment to both the quality of the projects and the in April. By the end of the year, the 137-unit elements of lifestyle and power centers to create quality of the teams that developed, leased and condominium building had topped out with a hybrid that may serve as a great model for managed them. 34 units under contract. Two months later, we large regional projects. broke ground on Terminus 200, a 25-story, COUSINS PROPERTIES INCORPORATED In October, we opened The Avenue Murfreesboro in suburban Nashville. It’s our largest Avenue ever and mixes the best elements of lifestyle and power centers to create a hybrid that may serve as a great model for large regional projects. In Kansas City, we started Tiffany Springs but for now, we have stopped lot production proud to turn 50 in a business where develop- MarketCenter, a 585,000-square-foot power in nearly all of our projects while we wait for ers come and go with startling regularity. We center featuring strong anchors like Target, demand to return. are thankful to the many people who have The Home Depot, JCPenney and Best Buy. The center is now 87 percent committed and slated to open in the summer of 2008. Without a doubt, 2008 will be a challenging year. As I write this, we’re seeing broad swings in the stock market, causing many investors to seek Our Industrial Division faced some leasing more stable investments. Congress has passed an challenges this year but did position itself for economic stimulus plan. The residential market made this Company great over the years, from investors and shareholders to employees and clients. I would also be remiss if I didn’t thank Tom Cousins again for his mammoth impact on our company. future success outside Dallas by purchasing a 47-acre tract in Lancaster, Texas, where of Fort Gillem in suburban Atlanta. We are thankful to the many people who have made this Company great over the years, from investors and shareholders to employees and clients. In Kansas City, we started continues to slide and consumer confidence, for In the year since he retired as chairman of our years boosted by the ever-growing value of board, I have learned to appreciate his influence home ownership, began to fade late in 2007. even more. Ultimately, Cousins Properties has at the appropriate time we hope to develop a 776,000-square-foot distribution facility with our partner, Seefried Properties. The industrial group also got some great news in early December when it was selected as master developer on the proposed redevelopment Tiffany Springs MarketCenter, a 585,000-square-foot power center featuring strong anchors like Target, The Home Depot, Tom Cousins has always said the best deals come in bad markets. I hope the new year proves him correct. Our focus will be to become what it is because of the collective faith and support that all of you have shown over these past 50 years. Thank you. continue to examine opportunities thoroughly We look forward to earning your continued JCPenney and Best Buy. The and execute well. In 50 years, we have been support in the years ahead. center is now 87 percent com- success but we have always emerged stronger mitted and slated to open in the summer of 2008. As many of you know, our Land Division through these cycles with varying degrees of at the end. The economic forecasts may not be positive but after all of the capital moves we made over the last few years, we are in a great Thomas D. Bell, Jr. position to take advantage of the opportunities Chairman & Chief Executive Officer that generally occur during rough times. struggled in 2007 as homebuilders stopped As I said in the beginning, a lot can happen buying lots in reaction to the steep drop in 50 years. Cities can become metropolises, in residential demand. We will continue to entrepreneurs can become legends and com- adjust our strategy in reaction to the market panies can become institutions. We are very 2007 ANNUAL REPORT PIEDMONT CAIN RIBBON CUTTING Mayor Ivan Allen leads the festivities during the opening of Cousins’ first office building, now home to the Georgia Department of Labor. BREAKING GROUND: 1958 –1967 In 1958, a 25-year-old Tom Cousins made a Apartments, Interstate North Office Park and fateful decision: Leave his position as Vice The Decks, an ambitious play to remake down- President of Sales for Knox Homes and start town Atlanta’s railyards. Cross Creek’s selling his own residential real estate business. With point was the adjacent golf course (also devel- his father Ike by his side, Cousins Properties oped by Cousins) and its success led to a string was born. Early on, the Company developed of Cousins-developed communities featuring single family residential communities, starting strong recreational components, most notably with a tract of land and a then-unique model the still-popular Indian Hills Golf Club and home strategy to lure buyers. The Company neighborhood in Cobb County, north of Atlanta. went public in 1962 and that cash infusion The Company also began its first retail project pushed the company to expand into condomin- during that period – Cambridge Square on iums and townhomes by 1964, the same year Ashford-Dunwoody Road. Cousins was named the largest homebuilder in Georgia. The Company started its first office building – The Piedmont-Cain Building in One of few projects of that era that the Company is still involved with today is Two the building for its owner, our longtime partner TIAA-CREF. Live Oak Center (pictured on the cover). By the end of its first decade, Cousins Properties Originally called the Citgo building, this had established itself as an emerging leader in The diversified developer that Cousins is 13-story, 279,000-square-foot office building the real estate business in a number of eastern today took shape during those early years. The at the corner of Peachtree and Lenox roads in seaboard markets. But as it entered 1968, the next year saw the beginning of three of the Buckhead was sold with The Pinnacle building Company was poised to make an even larger Company’s notable early projects: Cross Creek in 2004 but Cousins still manages and leases impact on its hometown of Atlanta. downtown Atlanta – in 1965. “Our Company got started during a difficult period for homebuilders but we pushed ahead because we truly believed Cousins could deliver a better product. Luckily, customers agreed. From there, townhomes, retail and even office seemed natural for us to try.” TOM COUSINS Founder COUSINS PROPERTIES INCORPORATED INDIAN HILLS COUNTRY CLUB One of Atlanta’s first planned golf course communities, Indian Hills remains one of Cousins’ best known and most beloved residential developments. Development began in 1967 and the first rounds of golf were played in 1969. Today, Indian Hills includes more than 1,350 single-family homes and a challenging 27-hole golf course. CROSS CREEK This 165-acre project became one of the city’s most notable apartment complexes during the 1970s and converted to condominiums in the late 1980s. WESTCHESTER SQUARE TOWNHOMES (at left) Situated in Ansley Park, across from Atlanta’s Piedmont Driving Club, Westchester Square was the Company’s first for-sale multi-family development. 2007 ANNUAL REPORT A VISION FOR A CITY: 1968 –1977 OMNI INTERNATIONAL Maurice Alpert (left) and Tom Cousins with a model of the Omni International, a mixed-use project in downtown Atlanta. Situated next to Cousins’ Omni Arena, Omni International eventually became CNN Center. COUSINS PROPERTIES INCORPORATED ATLANTA IN THE 1970s The skyline of Cousins’ hometown began to take on a more cosmopolitan feel in the 1970s. In May 1968, Tom Cousins partnered with former Georgia Gov. Carl Sanders to purchase the St. Louis Hawks basketball franchise and move it to Atlanta. This was the National Basketball Association’s first foray in the Deep South and one of the conditions attached to the sale was the city would back a new arena to house the Hawks. This was also a defining moment for Cousins Properties, when the nascent company would make its first major impact on its hometown. In 1966, the Company began The Decks, a parking structure over downtown’s rail yards. Across the street from the Decks, Cousins tackled its largest project yet, building The Omni arena – a new home for the Hawks and Atlanta’s first professional hockey team, The Flames (also owned by Tom Cousins). But that was just the beginning for this emerging area of downtown. Adjacent to the Omni, Cousins donated the land for the first phase of the Georgia World Congress Center, which has grown into one of the country’s largest convention spaces. And, as part of the same complex, Cousins financed the Omni International – an expansive project featuring office, entertainment and hotel space that eventually became CNN Center, home to the news network and one of downtown Atlanta’s leading tourist spots. By the mid-1970s, the revitalization of downtown Atlanta was well underway and Cousins had established itself as a major corporate citizen in the Capital of the New South. But these downtown ventures are only part of the story. During the early 1970s, Cousins expanded rapidly into regional malls, real estate finance, market research and even insurance. With 12 operating divisions and 450 employees, the Company had come a long way in 15 years. HICKORY HOLLOW MALL Started in 1977, this mall in Nashville featured an innovative open atrium and remains a popular shopping destination today. The real estate industry was booming and Cousins took advantage. In 1971, the Company delivered Rivergate Mall in Nashville and began development of another golf-anchored community, Hidden Hills. At the time, it was Atlanta’s largest planned-unit development. The next year, it launched Omni International, the Wachovia Bank Building in Charlotte and University Mall in Pensacola. By 1973, it had more than 25 neighborhood shopping centers completed or under development and the Company had developed more than 1.5 million square feet of office space. Then the bottom fell out. From 1974 to 1977, the real estate industry experienced its worst period since the Great Depression. Cousins, with its expansive development portfolio, was hit particularly hard. But through a combination of debt reduction, halting new development starts and refocusing on core product types like retail and residential, the Company was able to persevere and emerge lean and focused as it headed into the late 1970s. “Even as Cousins embarked on projects around the Southeast, the Company really came of age as a local Atlanta leader during this decade. It’s hard to overstate the importance of projects like the Omni and the Georgia World Congress Center in remaking what was then the forgotten side of downtown Atlanta. Until the debilitating mid-1970s real estate recession hit, Cousins was at the peak of its game. And our survival during that period only added to the Company’s growing stature.” GEORGE BERRY Former Senior Vice President INTERSTATE NORTH Situated along Interstate 75 in Cobb County, this partnership with David Rockefeller (center) was one of Atlanta’s first suburban office parks. 2007 ANNUAL REPORT PUSHING THE BOUNDARIES: Cousins ended the turbulent 1970s having learned a critical lesson: Cousins’ office fortunes increasingly relied on an important relationship During a downturn, developers are often at the mercy of others, from with the country’s best known technology company, IBM. space users to banks. Heading into the 1980s, Cousins took a more conservative approach to development, securing prudent financing and pre-leasing projects to mitigate the risks of development. Wildwood Office Park, situated adjacent to the Chattahoochee National Forest in suburban Atlanta, became the focal point of Cousins’ office activities. Starting with a small office building for its own headquarters, During the late ’70s, Cousins continued to see success in the regional mall the Company next won a contest to develop a training center for IBM at business and hit 10 million square feet developed by 1980. New projects, Wildwood. Impressed with the setting and the developer, IBM formed led by Haywood Mall in Greenville, South Carolina and Greenbrier Mall in a partnership with Cousins to develop a series of office buildings, all at Chesapeake, Virginia, opened well leased and with much fanfare. But sensing least half-leased by IBM, to house its rapidly growing Atlanta presence. In a shift in the market, in 1982, the Company sold much of its retail portfolio 1987, that led to the delivery of 2300 Windy Ridge Parkway, at the time to focus on Class A office development. Over the course of the next decade, one of Atlanta’s largest suburban office buildings. 2300 WINDY RIDGE At 636,000 square feet, the second IBM-anchored building at Wildwood is one of Atlanta’s largest suburban office buildings. All of the Wildwood office buildings take advantage of the area’s natural beauty. COUSINS PROPERTIES INCORPORATED 1978 –1987 Concurrently with the Wildwood boom, Cousins opted in 1986 to become a real estate investment trust (REIT) and in 1987, announced plans to develop One Ninety One Peachtree Tower with Houston-based Hines, still widely regarded as one of the finest office towers in the Southeast. Like the early 1970s, it seemed that the Company’s fortunes were continually on the rise. 3100 WINDY HILL Workers put the finishing touches on the IBM Training Center at Wildwood. SUMMIT GREEN Cousins/IBM office project in Greensboro, North Carolina. haywood MALL Completed in 1980, this 1.2 million-square-foot mall is still Greenville, South Carolina’s largest and features more than 150 retailers including Macy’s, Dillard’s, Belk and JCPenney. “Having arisen like a Phoenix, in the late 1970s our focus shifted to the creation of major commercial developments on a much larger scale. Regional malls were an early staple of this period and large-scale office projects like Wildwood and One Ninety One Peachtree later took center stage.” CECIL CONLEE Former President and Chief Operating Officer 2007 ANNUAL REPORT 101 SECOND STREET Cousins’ first office tower in San Francisco, 101 Second Street was an example of Cousins’ partnering approach to new office markets. In this case, Cousins and Myers Development went on to develop another successful tower in San Francisco before selling both in 2004. BANK OF AMERICA The 1,023-foot tall skyscraper was completed in 1992 and is America’s tallest outside of New York City and Chicago. The Company (with partner Bank of America) sold it in 2006 but continues to manage it. one ninety one PEACHTREe tower This downtown building kicked off Atlanta’s trophy tower period, when at least six dramatic skyscrapers – including SunTrust Plaza, Bank of America Plaza and Concourse V and VI – were delivered in a fouryear span. reaching NEW HEIGHTS: Cousins’ activity between 1988 and 1992 reads But as dramatic as these projects are, Cousins’ Even with the importance of these develop- like the Top 10 hits list of Southeastern office best known landmark has to be Bank of ments, one of the most lasting events to come projects: One Ninety One Peachtree Tower, America Plaza. Started as a partnership from this period was the Company’s acquisition Wildwood Plaza and Bank of America Plaza, between two Atlanta institutions – Cousins of New Market Companies, one of the country’s along with First Union Tower in Greensboro, and C&S Bank – the 1.25 million-square-foot fastest growing retail developers. New Market, all delivered during this span. building is the tallest in America outside New led by Dan DuPree, had been an early pioneer York and Chicago. That distinction came at of the power center concept around the country an important time for Atlanta, which was also and gave Cousins a grand reentry into the retail emerging on the international scene because development business. One Ninety One opened 80 percent leased with high-profile tenants like King & Spalding and Wachovia Bank. Its success was followed closely by Wildwood Plaza, an I.M. Pei-designed project that brought innovative design to a natural suburban setting and that also remains today as Cobb County’s largest office building at 700,000 square feet. 10 COUSINS PROPERTIES INCORPORATED of its growing reputation as a headquarters city and the approach of the 1996 Olympic Games. The building continues to be closely associated with Cousins despite its recordbreaking $436 million sale in 2006. Led by its New Market division, Cousins then spearheaded the development of North Point, a 500-plus acre tract in north Fulton County anchored by a new Homart Development Co. mall. Other Cousins/New Market projects WILDWOOD PLAZA One of Atlanta’s largest suburban office buildings, Wildwood Plaza was developed as part of a longstanding partnership between Cousins and IBM. 1988 –1997 MIRA MESA MARKETCENTER After the 1992 acquisition of retail developer New Market Companies, Cousins expanded its retail footprint to California, developing power centers in several southern California markets. PERMETER EXPO Another early Cousins/New Market project, Perimeter Expo’s two-story format was unique for power centers and represented a new way to develop big box centers on smaller sites. included Perimeter Expo, located adjacent to Perimeter Mall, and Presidential MarketCenter, a Target-anchored power center in the booming northeastern suburbs of Atlanta. During the mid-to-late1990s, Cousins was hitting on all cylinders, developing office and retail projects from Florida to Washington, D.C. to California, and forming a new medical office division to take advantage of that growing market. The Company returned to residential development during this period, mainly through a venture with Temple-Inland in Paulding County, Georgia. The future certainly looked bright. “There are times when everything just seems to go right and that was certainly true of Cousins during this decade. Skyline-changing towers were delivered year after year and we became known for cuttingedge retail developments again. The Company was on the move.” DAN DUPREE President 2007 ANNUAL REPORT 11 BUILDING A LEGACY: The late 1990s were a continuation of the boom are also Talbots or American Eagle shoppers and that started around the purchase of New Market gives them more options in one center. Companies in 1992. Cousins continued to deliver iconic office projects like The Pinnacle, successful “Fifty years in, Cousins is still doing what it does best: creat- residential communities across Atlanta and in retail, the Company introduced a new kind of center, The Avenue®. Beyond the success of the Avenue concept, the past ten years at Cousins has been marked by expansion and change. During this period, Cousins developed office projects in San Francisco, Charlotte, Atlanta, Austin, Los Angeles, Birmingham and Washington, D.C. This new “lifestyle” concept took premier national The Retail Division also expanded in the Sun Belt, retailers – usually found in malls – and mixed them bringing the Avenue concept to California, Florida world-class real estate. with local merchants and specialty restaurants in and Tennessee. Cousins’ residential developments In good markets and an upscale, open-air setting. Cousins began its first expanded through partnerships into markets in Texas Avenue in 1998, targeting the affluent Atlanta suburb and Florida as well. ing value developing bad, we know the of East Cobb. The Avenue East Cobb opened in 1999 Company’s steady to rave reviews from retailers, shoppers and media, direction and clear and remains one of the most successful retail projects mission will keep it on the right course. Here’s to the start of our next 50 years.” TOM BELL Chairman and CEO in the Company’s history. Over time, The Avenue concept has expanded to include regional centers that approach mall sizes but still retain the Avenue character and feel. Cousins’ latest Avenue is another evolution of the concept. The Avenue Murfreesboro, developed in partnership with Faison Enterprises, combines a typical Avenue retailer mix with power center retailers like Best Buy, Dick’s Sporting Goods and Petco. This hybrid approach recognizes that Best Buy shoppers Expansion also occurred internally. In 2004, Cousins formed its Industrial Division, led by industry veteran Forrest Robinson. The next year, Cousins moved back into multi-family development with the acquisition of The Gellerstedt Group, an Atlantabased developer. The two moves further diversified the Company’s development skills and also allow it to react to nearly any development opportunity. Change came in early 2002, when founder Tom Cousins stepped back from his day-to-day role with the Company and the Board named Tom Bell as President and CEO. Bell took over during an interesting time for the Company as it struggled to maintain its momentum THE AVENUE CARRIAGE CROSSING Completed in 2005, this was Cousins’ first large-scale Avenue and its first in Tennessee. 12 COUSINS PROPERTIES INCORPORATED 1998 –2007 in a declining economy. During the first two years under Bell, Cousins refocused its energy on retail development as the economy improved and more capital moved into real estate investment. By 2004, the market for stable, high-quality real estate had become heated and Cousins, whose portfolio was filled with these assets, decided to act. Beginning with two smaller sales in 2003 SEVEN HILLS One of the Land Division’s newest Atlanta communities, Seven Hills is planned for more than 2,000 homes and includes Seven Hills Park, a 13-acre recreation and amenity center for Seven Hills residents. through a flurry of activity in 2004 and the final large-scale sales in 2006, the Company and its partners sold or contributed to joint-ventures 35 projects totaling $2.7 billion. Common shareholders received $12.62 in special dividends during that period. Fifty years in, Tom Cousins is now fully retired from Cousins but the Company he founded is still one of the Sunbelt’s most active developers, refilling its portfolio with high-quality projects across all of its product types. In 2007, the Company opened Terminus and the Avenue Murfreesboro, two of its most ambitious projects in decades. And just as it did in 1958, Cousins Properties creates value through development, operates with the highest integrity and is persistently focused on shareholder returns. Neither Tom would have it any other way. FROST BANK TOWER Austin’s tallest and largest office building, Frost Bank Tower overcame a rough economy to set a Texas record, selling for $354 per square foot in 2006. JEFFERSON MILL As the second Atlanta project for Cousins’ Industrial Division, Jefferson Mill is well-located to capture demand up the busy Interstate 85 North corridor. 2007 ANNUAL REPORT 13 F rom Apple Valley to Terminus: 5 0 years of Cousins Properties It all started with a novel concept: Buy land for houses but instead of building then selling, start with a model home and take orders for the other homes before you build. It was conservative, innovative and highly successful. In only a few years, Cousins Properties used that winning formula to become the largest homebuilder in Georgia. The rest, as they say, is history. Fifty years’ worth on two pages. The totals are impressive: 20 million square feet of office space, 20 million square feet of retail space (including seven regional malls), more than 3,500 multi-family units and 60-plus single family communities. Many are pictured below. 14 COUSINS PROPERTIES, INCORPORATED 2007 ANNUAL REPORT 15 Review of Divisions OFFICE/MULTI-FAMILY Office development remains one of the cornerstones of Cousins’ business. The Company’s success over the past five decades is a product of our development experience, commitment to quality, award-winning property management services and the relationships we’ve nurtured with outstanding companies – many of whom have chosen to partner with us. In June 2005, the Office Division became the Office/Multi-Family Division, following the acquisition of The Gellerstedt Group, a firm that specialized in multi-family urban residential projects. The Division is now positioned to take advantage of the increasing demand for quality mixed-use developments in urban markets. •Began construction of Terminus 200, a 25-story, 565,000-square-foot office building at Terminus and formed a $172.5 million venture with Prudential Real Estate Investors to develop, own and lease the building. •Delivered Terminus 100 in April 2007 and ended the year at more than 90 percent leased. Also opened four signature restaurants – AquaKnox, Lola, BrickTops and MF Buckhead – at Terminus. •Signed more than 420,000 square feet in new leases at One Ninety One Peachtree Tower, a 50-story, 1.2 million-square-foot landmark office building in downtown Atlanta, where Cousins’ headquarters moved in April 2007. •Signed the Georgia Department of Transportation to a lease for 284,000 square feet at One Georgia Center in Atlanta. •Began construction of 10 Terminus Place, a 32-story, 137-unit condominium tower and the first residential offering at Terminus. LAND From the time Cousins was founded, the Company has understood the value of land and has sought to control tracts of strategically located land for future development. Focused on Georgia, Texas and Florida, the Land Division has 24 active residential developments that could total more than 18,000 single-family home lots when fully developed. As a developer of neighborhoods, Cousins is responsible for acquiring and entitling tracts of land and building the infrastructure to support lot sales to independent builders. The land planning includes construction of streets, amenities, utilities and preparation of individual home sites for construction. •Seven Hills, in northeast Paulding County, received several top awards from The Greater Atlanta Homebuilders Association, including Community of the Year, Best Amenities and Best Land Planning. •Continued development and commenced lot sales at Blalock Lakes, a 3,000-acre equestrian and shooting community centered around two lakes in Newnan, Georgia, and on Cousins’ 567-lot residential community at Callaway Gardens, a well-known resort southwest of Atlanta. •Callaway Gardens won the 2007 Argon award for environmental leadership and stewardship, mostly due to the efforts of the Longleaf/Pine Mountain Builders team. Longleaf also received the EarthCraft Community of the Year Award. 16 COUSINS PROPERTIES INCORPORATED RETAIL The Retail Division has assembled one of the premier development, leasing and property management groups in the industry, developing more than 9 million square feet of neighborhood, power and open-air specialty centers since 1992. Cousins is currently focused on expanding its award-winning Avenue® specialty center concept in new and existing markets while continuing to grow its successful MarketCenter® development business. Cousins’ strategy for retail development is national in scope and has resulted in major projects in Atlanta, Orlando, Memphis, San Jose, Nashville, Norfolk, Long Beach, San Diego and Los Angeles. •Started construction of Phase I of The Avenue Forsyth, a 527,000-square-foot mixed-use development at the intersection of Georgia 400 and Georgia 141 (Peachtree Parkway) in Forsyth County, Georgia. This first phase will also include 64,000 square feet of office space. •Purchased approximately 68 acres in Kansas City, Missouri and began construction of Tiffany Springs MarketCenter, a 585,000-square-foot power center. This is Cousins’ first project in Kansas City and will be home to more than 50 retailers and restaurants. •Opened The Avenue Murfreesboro, a planned 810,000-square-foot open-air retail center in suburban Nashville, Tennessee. The 660,000-square-foot first phase, conceived as the centerpiece of a 400-acre master-planned commercial development along Medical Center Parkway, was 78 percent committed at opening. INDUSTRIAL Formed in April 2004, the Industrial Division is responsible for the development or management of more than 2.5 million square feet of industrial space in Atlanta and Dallas. The division has formed development ventures with two of Atlanta’s best known industrial developers, Weeks Properties and Seefried Properties. With more than 525 acres of entitled land in two of Atlanta’s top industrial submarkets, as well as the growing north Dallas submarket, the Industrial Division is well-positioned. •Acquired 47 acres at the intersection of Interstate 35 and West Street in Lancaster, Texas, south of Dallas. In partnership with Seefried Properties, Inc., Cousins plans to develop a 776,000-square-foot bulk distribution building on the site. •Chosen as master developer by The Forest Park/Fort Gillem Local Redevelopment Authority for the $750 million redevelopment of Fort Gillem, a 1,427-acre military base slated to close in suburban Atlanta. •Sold an 18-acre industrial tract, which will be developed as the headquarters for Shumate Mechanical Company, at Jefferson Mill Business Park. 2007 ANNUAL REPORT 17 FINANCIAL HIGHLIGHTS Years Ended December 31, (in thousands, except percentages and per share amounts) 2007 2006 2005 2004 2003 $ $ $ $ 17,672 0.34 48,437 0.92 (35%) $ 217,441 $ 4.14 $ 74,469 $ 1.42 (1%) $ $ $ $ 34,491 0.67 73,746 1.43 (33%) $ 399,742 $ 7.84 $ 108,878 $ 2.13 (16%) $ 238,803 $ 4.83 $ 124,965 $ 2.53 11% $ $ 76,782 – $ 75,494 $ 175,470 $ $ 74,649 – $ 72,869 $ 356,493 $ 71,694 $ 100,544 Regular Special Equity Market Capitalization at Year-End (Common and Preferred) Adjusted Debt at Year-End (b) $ $ 1.48 – $ $ $ $ 1.48 – $ $ $ $ $1,305,168 $ 773,482 $2,030,872 $ 376,516 $1,638,420 $ 514,560 $1,720,885 $ 355,915 $1,603,351 $ 697,050 Total Market Capitalization at Year-End $2,078,650 $2,407,388 $2,152,980 $2,076,800 $2,300,401 Adjusted Debt to Total Market Capitalization at Year-End Net Income Available to Common Stockholders Diluted Net Income Per Common Share Funds From Operations Available to Common Stockholders (“FFO”) (a) Diluted FFO Per Common Share % change in FFO from prior year Dividends Paid to Common Stockholders: Regular Special Dividends Per Common Share: 37% 1.48 3.40 16% 24% 1.48 7.15 17% 1.48 2.07 30% Stock Price at Year-End: Common Preferred Series A Preferred Series B $ $ $ 22.10 22.38 20.59 $ $ $ 35.27 25.90 25.53 $ $ $ 28.30 25.75 25.40 $ $ $ 30.27 26.15 25.00 $ $ $ 30.60 27.25 – (a) S ee page 47 of the December 31, 2007 Annual Report on Form 10-K for a discussion of FFO. The reconciliations between Net Income Available to Common Stockholders and FFO are as follows: Net Income Available to Common Stockholders $ 17,672 $ 217,441 $ 34,491 $ 399,742 $ 238,803 40,490 152 4,576 31,504 12,186 8,831 26,950 9.636 8,920 29,753 12,776 15,915 33,125 21,030 21,299 (2,793) (5) (2,911) (12) (2,951) (78) (2,652) (35) (2,511) (34) (5,535) (18,095) (1,186) 13,161 (3,012) (86,495) (135,618) 14,348 (15,733) (1,037) (1,935) 15,483 (118,056) (81,927) (176,265) 29,627 (100,558) (93,459) – 7,270 F unds From Operations Available to Common Stockholders, as defined Certain loss on extinguishment of debt $ 48,437 – $ 56,262 18,207 $ 73,746 – $ 108,878 605 $ 124,965 – Funds From Operations Available to Common Stockholders, Excluding Certain Loss on Extinguishment of Debt $ 48,437 $ 74,469 $ 73,746 $ 109,483 $ 124,965 Diluted Weighted Average Shares 52,932 52,513 51,747 Depreciation and amortization: Consolidated Discontinued operations Share of unconsolidated joint ventures Depreciation of furniture, fixtures and equipment and amortization of specifically identifiable intangible assets: Consolidated Share of unconsolidated joint ventures Gain on sale of investment properties, net of applicable income tax provision and minority interest: Consolidated Discontinued operations Share of unconsolidated joint ventures Gain on sale of undepreciated investment properties 51,016 49,415 (b) A djusted debt is defined as the Company’s debt and the Company’s pro rata share of unconsolidated joint venture debt, excluding debt related to investment entities, as defined in the Company’s credit facility agreement. The reconciliation between Consolidated Debt and Adjusted Debt is as follows: Consolidated debt Share of joint venture debt Share of investment entities’ debt $ 676,189 170,166 (72,873) $ 315,149 172,085 (110,718) $ 467,516 148,129 (101,085) $ 302,286 135,764 (82,135) $ 497,981 285,657 (86,588) Adjusted Debt $ 773,482 $ 376,516 $ 514,560 $ 355,915 $ 697,050 18 COUSINS PROPERTIES INCORPORATED ABOUT YOUR DIVIDENDS The high and low sales prices for the Company’s common stock and cash dividends declared per common share were as follows: 2007 Quarters First High Low Dividends Declared: Regular Special Payment Date: Regular Special $ 40.75 32.20 .37 – Second 2006 Quarters Fourth First Second Third Fourth $ 35.17 $ 30.72 $ 31.62 28.19 23.97 20.77 $ 33.99 27.87 $ 33.49 29.02 $ 34.89 29.64 $ 38.77 33.13 Third .37 – .37 – .37 – 2/22/07 5/30/07 8/24/07 12/21/07 – – – – .37 – 2/22/06 – .37 – 5/30/06 – .37 – 8/25/06 – .37 3.40 12/22/06 12/01/06 The Company’s common stock trades on the New York Stock Exchange (ticker symbol CUZ). At February 20, 2008, there were 1,074 common stockholders of record. Timing of Dividends The Company normally pays dividends to common stockholders four times each year in February, May, August and December. In addition, the Company paid special dividends to its common stockholders in September 2003, November 2004 and December 2006. During 2003 and 2004, Cousins issued Series A and Series B preferred stock (see Note 6 of “Notes to Consolidated Financial Statements”) which generally pay dividends in February, May, August and November. Capital Gains Dividends In some years Cousins will have taxable capital gains. Cousins currently intends to distribute 100 percent of such gains to stockholders. The Form 1099-DIV sent by Cousins to stockholders of record each January shows total dividends paid (including the capital gains dividends) as well as that which should be reported as a capital gain (see Note 6 of “Notes to Differences Between Consolidated Net Income and Cash Dividends Declared Tax Preference Items and “Differently Treated Items” Cousins’ current intention is to distribute at Internal Revenue Code Section 59(d) least 100 percent of its REIT taxable income. requires that certain corporate tax preference Consolidated Net Income and Cash Dividends items and “differently treated items” be passed Declared generally differ for the following reasons: through to a REIT’s stockholders and treated as tax preference items and items of adjustment a. Consolidated Net Income as reported includes the income of consolidated non-REIT in determining the stockholders’ alternative entities. Such income is not included in REIT minimum taxable income. The amount of this taxable income. adjustment is included in Note 6 of “Notes to Consolidated Financial Statements.” b. Differences in timing exist between Consolidated Net Income as reported and Cousins’ taxable income. Tax preference items and adjustments are includable in a stockholder’s income only for c. For purposes of meeting REIT distribu- tion requirements, dividends may be applied purposes of computing the alternative mini- to the calendar year before or after the one mum tax. Stockholders should consult their in which they are declared. The differences tax advisors to determine if the adjustment between dividends declared in the current year reported by Cousins affects their tax filing. and dividends applied to meet current year REIT distribution requirements are enumerated in Note 6 of “Notes to Consolidated Financial Statements.” Consolidated Financial Statements”). 2007 ANNUAL REPORT 19 DIRECTORS & OFFICERS DIRECTORS Thomas D. Bell, Jr. Chairman of the Board and Chief Executive Officer Erskine B. Bowles President University of North Carolina James D. Edwards Former Managing Partner – Global Markets Arthur Andersen LLP Lillian C. Giornelli Chairman and Chief Executive Officer The Cousins Foundation, Inc. S. Taylor Glover President and CEO Turner Enterprises, Inc. James H. Hance, Jr. Retired Vice Chairman Bank of America Corporation William B. Harrison, Jr. Retired Chairman JPMorgan Chase & Co. Boone A. Knox Managing Trustee The Knox Foundation William Porter Payne Partner Gleacher Partners LLC John D. Harris, Jr. Senior Vice President and Chief Accounting Officer, Assistant Corporate Secretary John C. Olderman Senior Vice President, Associate General Counsel and Assistant Corporate Secretary Robert M. Jackson Senior Vice President, General Counsel and Corporate Secretary Jeffrey S. Quinn Senior Vice President – General Manager, Callaway Tad Leithead, Jr. Senior Vice President – Development Craig A. Lacey Vice President – Development Mark A. Russell Senior Vice President and Senior Investment Officer Deloris Schmidt Vice President – Operations Wendy C. Fitchjarrell Vice President – Retail Division Controller Office/Multi-Family Division Officers Matthew F. Gove Vice President – Marketing and Communications Dennis A. Granger Vice President – Information Systems Patricia A. Grimes Vice President – Financial and SEC Reporting and Accounting Policy Karen S. Hughes Vice President – Treasury and Finance Elli D. Kaplan Vice President – Investor Relations and Research Larry L. Gellerstedt, III Senior Vice President – President, Office/Multi-Family John S. McColl Senior Vice President – Southeast Region Development and Leasing Jack A. LaHue Senior Vice President – Portfolio Management, Assistant Corporate Secretary Tim Hendricks Senior Vice President – Southwest Region Development and Leasing Kristin R. Myers Vice President – Taxation Mark P. Dickenson Senior Vice President – Director of Leasing, Dallas Timothy A. O’Connell Vice President – Internal Audit J. Thad Ellis Senior Vice President – Development Melanie A. Ward Vice President – Office Multi-Family and Industrial Divisions Controller Walter L. Fish Senior Vice President – Southeast Region Director of Leasing Thomas D. Bell, Jr. Chairman of the Board and Chief Executive Officer Industrial Division Officers James F. George Senior Vice President – Southeast Region Development Daniel M. DuPree President and Chief Operating Officer Forrest W. Robinson Senior Vice President – President, Industrial Division John N. Goff Senior Vice President – Southeast Region Development Robert R. Currie Senior Vice President – Leasing Dara J. Nicholson Senior Vice President – Property Management T.G. Cousins Chairman Emeritus Henry C. Goodrich Director Emeritus CORPORATE OFFICERS R. Dary Stone Vice Chairman of the Company James A. Fleming Executive Vice President and Chief Financial Officer Craig B. Jones Executive Vice President and Chief Investment Officer Dan G. Arnold Senior Vice President and Chief Information Officer Lawrence B. Gardner Senior Vice President – Human Resources 20 COUSINS PROPERTIES INCORPORATED B. Earle Yancey Vice President – Development Land Division Officers Bruce E. Smith Senior Vice President – President, Land Division Daniel D. Camp Senior Vice President – Development Claude G. Winstead, III Senior Vice President Michael D. Brown Vice President – Leasing, Austin Carl Y. Dickson Vice President – Asset Management Molly Faircloth Vice President Jason J. Frost Vice President – Development Charles D. McCormick Vice President – Southwest Region Development Scott F. Rees Vice President – Leasing, Atlanta Ronald C. Sturgis Vice President – Director of Operations Retail Division Officers Joel T. Murphy Senior Vice President – President, Retail Division William I. Bassett Senior Vice President – Executive Vice President and Director of Development, Retail Division Steve V. Yenser Senior Vice President – Executive Vice President and Chief Operating Officer, Retail Division David C. Nelson Senior Vice President – Chief Financial Officer and Director of Asset Management, Retail Division Kevin B. Polston Senior Vice President – Southeast Regional Director, Avenue Projects Darryl D. Bonner Senior Vice President – Director of Leasing Pamela F. Roper Senior Vice President, Associate General Counsel and Assistant Corporate Secretary Lucien J. Conti, Jr. Vice President – Development Stephanie M. Hart Vice President – Asset Management John M. Kelley Vice President – Development David J. Knotts Vice President – Development Angie M. Leccese Vice President – Brand Management Thomas P. Prandato Vice President – Operations Amy S. Siegal Vice President – Leasing Steven J. Silverstein Vice President – Development and Regional Vice President of Development – Southeast Craig H. Wesemeyer Vice President and Director of Retail Leasing SHAREHOLDER INFORMATION INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte & Touche LLP COUNSEL FORM 10-K AVAILABLE Copies of the Annual Report on Form 10-K for the year ended December 31, 2007, without exhibits, along with interim reports on Form 10-Q, are available free of charge upon written request King & Spalding LLP to the Company at 191 Peachtree Street NE, Troutman Sanders LLP Suite 3600, Atlanta, Georgia 30303. These items TRANSFER AGENT AND REGISTRAR American Stock Transfer & Trust Company are also posted on the Companys’ web site at www.cousinsproperties.com or may be obtained from the SEC’s web site at www.sec.gov. Operations Center 6201 15th Avenue INVESTOR RELATIONS CONTACT Brooklyn, NY 11219 Elli Kaplan Telephone Number: 1-800-937-5449 Vice President, Investor Relations and Research Fax Number: 1-718-236-2641 Telephone Number: 404-407-1972 CERTIFICATIONS Fax Number: 404-407-1973 [email protected] The Company has included in Exhibit 31 to its Annual Report on Form 10-K, filed with the CORPORATE HEADQUARTERS Securities and Exchange Commission, certifi- 191 Peachtree Street NE cates of the Chief Executive Officer and Chief Suite 3600 Financial Officer certifying to the quality of the Atlanta, GA 30303 Companys’ public disclosure. In addition, the Telephone Number: 404-407-1000 Chief Executive Officer certified to the New Fax Number: 404-407-1002 York Stock Exchange on May 25, 2007 that he www.cousinsproperties.com was not aware of any violation by the Company of New York Stock Exchange corporate gover- designed and produced by see see eye/Atlanta nance listing standards. Where Buckhead begins. Terminus is timeless! Long before Atlanta, the land here held great promise. It was a place where trails converged, settlers put down roots, and commerce and social interaction flourished. The town became known as Terminus. Now, a new Terminus has sprung up from the same fertile ground. This time it is an incredible combination of living, working and leisure spaces that will transform the landscape and redefine the center of our city. This mixed-use development from Cousins Properties, at the corner of Peachtree and Piedmont, is an incredible combination of living, working and leisure spaces that will transform the landscape of Buckhead forever. Live.Work.Shop.Dine. Imagine a country club right in the middle of the city. Where rain never interrupts your practice time on the driving range. Where a dedicated and highly trained staff is ready to meet your every need. A country club with outstanding fitness and conference centers and private dining rooms featuring cuisine from some of Atlanta’s premiere restaurants. Now imagine it’s all just a short elevator ride away at the Terminus Club, the City Country Club.
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